Constitution

International Federation For Systems Research
CONSTITUTION
(Approved by the Board of the IFSR on April 14, 2004)
ARTICLE 1: Name, Domicile, Activities, Language 1
ARTICLE 2: Purpose 2
ARTICLE 3: Means to achieve the purpose of the IFSR 2
ARTICLE 4: Memberships 3
ARTICLE 5 :Termination of Membership in the IFSR 4
ARTICLE 6: Rights and Duties of the members 5
ARTICLE 7: Governance 5
ARTICLE 8: The Board 5
ARTICLE 9: Duties of the Board 7
ARTICLE 10: The Executive Committee 7
ARTICLE 11 : Duties of the Executive Committee 8
ARTICLE 12: The Auditors 9
ARTICLE 13: Dissolution of the Federation 9

ARTICLE 1: Name, Domicile, Activities, Language
1. The Name of the Federation is “International Federation for Systems Research” (abbreviated ‘IFSR’).
2. The IFSR has its domicile in Vienna, Austria. The domicile can be moved by decision of the Board. The activities of the Federation cover all countries of the world.
3. The IFSR may create branch societies.
4. The official language of the IFSR is English.

ARTICLE 2: Purpose
1. The IFSR is a non-profit organization.
2. The aims of the IFSR are to stimulate all activities associated with the scientific study of systems, meaning complex entities and mental reflections of them, and to coordinate such activities at the international level. These aims will be realized by:
• coordinating systems research activities of private persons and/or organizations;
• organizing international meetings, courses, workshops, and the like;
• promoting international publications in the area of systems research;
• promoting systems education;
• maintaining standards and competence in systems research and education;
• any other means, as far as they are legal in the respective membership countries and serve the aims of the members as formulated in their respective statutes.

ARTICLE 3: Means to achieve the purpose of the IFSR
1. The IFSR tries to achieve it purpose by the means listed in 2. and 3. below
2. The non-material means are:
• organisation of scientific conferences, tutorials, seminars, workshops and lectures and associated exhibitions;
• cooperation with organisations and associations with similar interests world-wide, especially cooperation at national and international scientific events; support of participation of scientists at scientific events world wide;
• support of scientific publications;
• establishing of Working Groups and Project Groups including operation of appropriate data bases and communication means;
• cooperation with standardisation organisations and other standard-producing organisations, including development of standards;
• research, formulation and publication of opinions to issues of education, training and application in the domain of systems,;
• support of education and training in the area of Systems Research and Systems Engineering, in and outside of academic institutions;
• providing information on issues of systems thinking, systems research and systems design to decision makers, to domain specialists and the broader public via all relevant media.
(3) The necessary financial means are procured by
• membership fees and contributions;
• subsidies, collections, heritages and other donations;
• proceeds from events, publishing activities, licences and internet-activities;
• refunds and proceeds from the performance of reviews and projects.

ARTICLE 4: Memberships
1. Members of the IFSR are:
• Full Members,
• Affiliate Members,
• Fellows, and
• Supporting Members.
2. Only legal entities can become Full Members.
3. Only juristic persons (including legal entities) can become Affiliate Members.
4. Only physical persons can become Fellows and Supporting Members.
5. The Board decides about admission of all members. Admission can be rejected without quoting any reasons.
6. A Full or Affiliate Member is admitted to the IFSR, after presenting a written request to the Board of the IFSR, together with a copy of its constitution. An applicant shall be informed of the Federation’s decision regarding the application no later than six months after the application is received.
7. The award of the title “Fellow” is the IFSR’s highest recognition. The IFSR may appoint individual persons from the membership categories to the status of “Fellow” on suggestion of the Board, of Full Members, of Fellows and of Supporting Members (but not by the intended fellow himself/herself). Criteria are public as defined by the Board.
8. Proposal of a new Members is performed by the Executive Committee to the Board of the IFSR.
9. A Full or Affiliate Member can request to be moved to the other category by request to the Executive Committee. The procedure is analogous to admittance.
ARTICLE 5 :Termination of Membership in the IFSR
1. Membership in the IFSR is terminated by death of a physical person, by the ceasing of the existence of juridical person, by resignation or exclusion.
2. Membership in the IFSR is terminated when a notice is received by the Secretary of the IFSR from the member of its intent to withdraw from the IFSR. Such a notice must be authorized by the member’s own constitutional process.
3. If the activities of a member become incompatible with the aims of the IFSR, the Board may send an official warning to the member indicating that its membership is likely to be terminated.
4. A member can be excluded from the IFSR by vote of 3/4 or more of the Full Members present at the Board meeting, provided that a formal warning was sent to the member at least six months in advance.
ARTICLE 6: Rights and Duties of the members
1. The membership of the Full Members and Affiliate Members, Fellows and Supporting Members are entitled to take part in all activities of the IFSR and to utilize all resources of the IFSR according to the rules issued by the Executive Committee.
2. Only representatives of the Full Members can become officers of the IFSR.
3. Only Full Members of the IFSR have voting rights.
4. Full members of the IFSR have equal votes.
5. Affiliate Members have no right to vote and the method of their participation is determined by the Board for each Affiliate Member on an individual basis.
6. Members are obliged to support and further the interests of the IFSR according to their capabilities. Members have to avoid anything which diminishes the standing and the intentions of the IFSR.
7. Members are required to pay the fees and duties in time in the amount decided by the Board.
8. Each juridical member of the IFSR is required to file with the Secretary of the IFSR any changes in its constitution or governance.
ARTICLE 7: Governance
The management of the IFSR is performed by :
• The Board,
• the Executive Committee, and
• the Auditor.
ARTICLE 8: The Board
1. Governance of the IFSR is vested in the Board.
2. The Board is chaired by the President. In case of his/her unavailability Article 10, section 5 and 6 come into effect.
3. Full Members are represented by 2 representatives at the Board meeting. Normally, these individuals will be the president and secretary or vice-president. Affiliate Members may sent one representative to the Board. Fellows and Supporting Members may attend the Board Meeting.
4. A member may replace its representatives at the Board at any time by a written notice, duly authorized, to the Secretary.
5. The representative of a Full Member at the Board can represent its society by carrying 2 votes.
6. Additionally a representative at the Board can represent at most 2 other Full Members.
7. A Board Meeting is called by the Executive Committee.
8. A regular Board Meeting takes place in the first half of every even-numbered year.
9. An extra-ordinary Board-Meeting has to be called by request of the Executive Committee, on the written request of 1/10 the of Full Members, or on request of the Auditor. It has to be convened within 2 month.
10. All Full Members must be invited to regular and extra-ordinary Board Meetings at least 4 weeks before their date. The invitation to a Board Meeting has to contain a preliminary agenda.
11. Guest can be invited to the Board Meeting at the discretion of the Executive Committee.
12. The Board has a quorum if all members have been duly invited.
13. Voting on the Board is by simple majority, independent of the number of participants eligible for participation.
14. On request of 10 % of the votes present (rounded up) a vote has to be performed as a secret ballot.
15. Changes to the Constitution need a quorum of 2/3 of the votes present.
16. A motion for dissolving the Federation has to be an agenda item on the preliminary Agenda and needs a vote of ¾ of the votes present.

ARTICLE 9: Duties of the Board
The Board has the following duties:
1. receiving and accepting the bi-annual Activity Report, the bi-annual Financial Report and, if applicable, the Project Report(s), reporting on the past two years;
2. receiving and accepting the Auditor’s Report about the past two years;
3. receiving and accepting the action plans and proposed budget of the IFSR from the Executive Committee, including the financial statement;
4. electing of the members of the Executive Committee. Due consideration shall be given to achieving a balance of nationalities among these officers.
5. removing of members of the Executive Committee and of the Auditor;
6. exonerating of the Executive Committee;
7. bestowing and revocing of all types of memberships;
8. settling of disputes within the membership in the IFSR;
9. deciding about the number of Vice-presidents for the next bi-annual period;
10. preparing and changing the Constitution and By-laws of the IFSR;
11. deciding on membership fees;
12. receiving, discussing, modifying and voting on the Financial Plan, the Activity Plan and on the Project Plans;
13. voting on the dissolution of the IFSR.
ARTICLE 10: The Executive Committee
1. The executive Committee consists of the President, one to three Vice-Presidents, and the Secretary/Treasurer.
2. The President chairs the Executive Committee.
3. The Board elects the members of the Executive Committee.
4. The Term of any of the officers runs until the next regular Board Meeting (approx. two years) , but each officer is eligible to succeed himself. Any officer may be removed from office by a vote of the Board.
5. If a member of the executive committee becomes incapable or unavailable, the Executive Committee may co-opt one other eligible person.
6. In case the president is unavailable, he/she is represented by the 1st, 2nd and 3rd Vice-president (if applicable) and the Secretary/General in that order.
7. In case the complete Executive Committee becomes incapable of leading the IFSR, the Auditor or any other member has the duty to call an extra-ordinary General Assembly.
8. Externally the IFSR is represented by the President, in case of his/her disability by the Vice-President(s), in case of his/their disability by the Secretary/Treasurer.
9. Legally binding written documents and Announcements of the IFSR have to be signed by at least two members of the Executive Committee.
10. Other documents of the IFSR can be signed by the Secretary/Treasurer.
11. The Executive committee has a quorum, if all members have been invited and at least half of them are present in person or by proxy.
12. The Executive Committee makes the decisions by a simple vote of majority. In the case of a tie the President has the decisive vote..
ARTICLE 11 : Duties of the Executive Committee
The Executive Committee has the operative management of the IFSR and has to fulfil all activities which are not explicitly allocated to other management function of the IFSR. The Executive Committee shall be authorized to act for the Board pursuant to such regulations as the Board shall make.
Specifically the Executive Committee has to perform the following tasks:
1. preparation of the Financial Report, the Activity Report and (if applicable) the Project Reports;
2. preparation, calling and organizing Board Meetings;
3. management of the finances of the IFSR; specifically the Secretary/Treasurer is responsible for the orderly management of the finances;
4. management of employees of the IFSR (if any);
5. preparing the Activity Plan, the Financial Plan and the Project Plans (if applicable);
6. preliminary acceptance of members to the IFSR, and submitting the proposal to the Board.
7. The Secretary/Treasurer supports the President in managing of the business of the IFSR;
ARTICLE 12: The Auditors
1. The Auditor is elected by the Board for a period of two years, re-election is permissible.
2. The Auditor audits the financial activity of the Executive Committee, audits the financial reports, and reports to the Board.
ARTICLE 13: Dissolution of the Federation
1. If the Federation is dissolved or otherwise ceases to function, the remaining funds, after all debts are paid, shall be donated to the Austrian Society for Cybernetic Studies or its successor organisation.
2. The last acting Executive Committee has to announce the decision of dissolution within 4 weeks in writing to the appropriate Austrian Authorities.
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